AMENDMENT



 Exhibit 4.1 
 SECOND AMENDMENT 
 SECOND AMENDMENT, dated as of June 25, 2008 (this
“Amendment”), to the Revolving Credit Agreement, dated as of August 19, 2005 (as the same may be amended (including pursuant to this Amendment), supplemented or otherwise modified from time to time, the “Credit
Agreement”), among SMITHFIELD FOODS, INC., a Virginia corporation (the “Borrower”); each of the Subsidiaries of the Borrower from time to time party to the Credit Agreement (individually, a “Subsidiary
Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”), the lenders from time to time party to the Credit Agreement (the “Lenders”),
CALYON NEW YORK BRANCH, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL”, NEW YORK BRANCH and SUNTRUST BANK, as co-documentation agents (in such capacities, the “Co-Documentation Agents”), CITICORP
USA, INC., as syndication agent (in such capacity, the “Syndication Agent”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 
 W I T N E S S E T H : 
 WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;

 WHEREAS, pursuant to the First Amendment to the Credit Agreement, dated as of July 28, 2006, the Required Lenders approved certain
modifications to Section 6.3 of the Credit Agreement; 
 WHEREAS, the Borrower has requested further amendments to the Credit Agreement
as more fully set forth herein; and 
 WHEREAS, the Lenders have agreed to such amendments but only on the terms and conditions contained in
this Amendment. 
 NOW, THEREFORE, the parties hereto hereby agree as follows: 
 SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement. 
 SECTION 2. Amendments to Section 6.12(b) of the Credit Agreement. Section 6.12(b) of the
Credit Agreement is hereby amended in its entirety to read as follows: 
 “(b) Consolidated Interest Coverage Ratio. The
Borrower will not permit the ratio of Consolidated EBITDA to Consolidated Interest Expense for any period of four consecutive fiscal quarters of the Borrower ended (i) on or prior to April 26, 2009, to be less than 2.00 to 1 and
(ii) for any period thereafter, to be less than 3.00 to 1.” 







 SECTION 3. Amendments to Section 10.01(a)(iv) of the Credit Agreement.
Section 10.01(a)(iv) of the Credit Agreement is hereby amended in its entirety to read as follows: 
 “(iv) if to the Administrative Agent, to JPMorgan Chase Bank, N.A. Loan and
Agency Services Group, 1111 Fannin Street, 10th Floor, Houston, Texas 77002, Attention of Shaji Easo (Telecopy No. 713-750-2932); and”

 SECTION 4. Conditions to Effectiveness. This Amendment shall become effective upon the date (the “Second Amendment
Effective Date”) on which the Administrative Agent shall have received counterparts of this Amendment, executed and delivered by a duly authorized officer of each of the Obligors and Lenders constituting the Required Lenders. 
 SECTION 5. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that as of the Second
Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing and the representations and warranties made by the Borrower in or pursuant to the Credit Agreement or any other Loan
Document are true and correct in all material respects on and as of the Second Amendment Effective Date as if made on such date (except to the extent that any such representations and warranties expressly relate to an earlier date, in which case
such representations and warranties were true and correct in all material respects on and as of such earlier date). 
 SECTION 6. Effect
of Amendment. (a) This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement and the other Loan Documents not expressly referred to herein and shall not be construed as an amendment,
waiver or consent to any action on the part of the Borrower that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as expressly amended hereby, the provisions of the
Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with its terms. 
 (b) On and after
the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any
other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 
 SECTION 7. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. 
 SECTION 8.
Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 
 SECTION 9. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile or other electronic transmission), each of which when so executed
and delivered shall be deemed an original and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 
  

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 SECTION 10. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
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remainder of this page is intentionally left blank.] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by
their respective proper and duly authorized officers as of the day and year first above written. 
  

			
	SMITHFIELD FOODS, INC.
		
	By:	 	 /s/ Carey J. Dubois

	Name:	 	Carey J. Dubois
	Title:	 	Vice President and Chief Financial Advisor


 SUBSIDIARY GUARANTORS 
  

									
	 THE SMITHFIELD PACKING COMPANY, INCORPORATED
 IOWA QUALITY MEATS, LTD.
 JOHN MORRELL & CO.
 SMITHFIELD BEEF GROUP-SOUDERTON, INC.
 SMITHFIELD BEEF GROUP-PLAINWELL, INC.
 NORTH SIDE FOODS CORP.
 SMITHFIELD BEEF GROUP-GREEN BAY, INC.
 PATRICK CUDAHY INCORPORATED
	 	 BROWN’S OF CAROLINA LLC
 CARROLL’S
FOODS LLC
 CARROLL’S FOODS OF VIRGINIA LLC
 CENTRAL PLAINS
FARMS LLC
 CIRCLE FOUR LLC
 MURPHY FARMS LLC
 QUARTER M FARMS LLC,
 MURPHY-BROWN HOLDINGS LLC
 each a Delaware limited liability company

	QTF LIQUIDATION CORP.	 		 	
	SMITHFIELD BEEF GROUP-TOLLESON, INC.	 	By	 	MURPHY-BROWN LLC,
	STEFANO FOODS, INC.	 		 	a Delaware limited liability company,
	MURPHY FARMS OF TEXHOMA, INC.	 		 	as a sole member of each
		 		 		 	
					
		 		 		 	By	 	JOHN MORRELL & CO.,
		 		 		 		 	 a Delaware corporation,
 as its sole
member

					
		 		 		 		 	 /s/ Carey J. Dubois

		 		 		 	Name:	 	Carey J. Dubois
		 		 		 	Title:	 	Vice President
				
	 SHOWCASE FOODS, INC.
 SMITHFIELD GLOBAL
PRODUCTS INC.
 CATTLE PRODUCTION SYSTEMS, INC.
 FARMLAND FOODS,
INC.
	 		 		 	
					
	By 	 	 /s/ Cary J. Dubois
	 		 		 	
	Name:	 	Carey J. Dubois	 		 		 	
	Title:	 	Vice President	 		 		 	

  

 Signature Page to Second Amendment to 
 Smithfield Foods, Inc. Revolving Credit Agreement 









					
	MURPHY-BROWN LLC,
	a Delaware limited liability company
			
		 	By	 	JOHN MORRELL & CO.,
		 		 	a Delaware corporation,
		 		 	as its sole member
			
		 		 	 /s/ Carey J. Dubois

		 	Name:	 	Carey J. Dubois
		 	Title:	 	Vice President

  

 Signature Page to Second Amendment to 
 Smithfield Foods, Inc. Revolving Credit Agreement 









			
	JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender
		
	By:	 	 /s/ Barbara R. Marks

	Name:	 	Barbara R. Marks
	Title:	 	Executive Director
	
	AgFirst Farm Credit Bank
		
	By:	 	 /s/ John W. Burnside, Jr.

	Name:	 	John W. Burnside, Jr.
	Title:	 	Vice President
	
	Farm Credit Bank of Texas
		
	By:	 	 /s/ Isaac E. Bennett

	Name:	 	Isaac E. Bennett
	Title:	 	Vice President
	
	FARM CREDIT SERVICES OF MID - AMERICA, PCA
		
	By:	 	 /s/ Ralph M. Bowman

	Name:	 	Ralph M. Bowman
	Title:	 	Vice President
	
	United FCS, FLCA (fka Farm Credit Services of Minnesota Valley, FLCA) d/b/a FCS Commercial Finance Group
		
	By:	 	 /s/ Lisa Caswell

	Name:	 	Lisa Caswell
	Title:	 	Assistant Vice President


  

 Signature Page to Second Amendment to 
 Smithfield Foods, Inc. Revolving Credit Agreement 









			
	MidAtlantic Farm Credit, ACA
		
	By:	 	 /s/ William J. Rutter

	Name:	 	William J. Rutter
	Title:	 	Vice President
	
	U.S. AgBank, FCB
		
	By:	 	 /s/ Travis W. Ball

	Name:	 	Travis W. Ball
	Title:	 	Vice President
	
	CoBank, ACB
		
	By:	 	 /s/ Alan Schuler

	Name:	 	Alan Schuler
	Title:	 	Vice President
	
	AgStar Financial Services, FLCA
		
	By:	 	 /s/ Donald G. Lindeman

	Name:	 	Donald G. Lindeman
	Title:	 	Vice President
	
	Farm Credit Services of America, PCA
		
	By:	 	 /s/ Bruce Dean

	Name:	 	Bruce Dean
	Title:	 	Vice President


  

 Signature Page to Second Amendment to 
 Smithfield Foods, Inc. Revolving Credit Agreement 









			
	FCS FINANCIAL, PCA
		
	By:	 	 /s/ Lee Fuchs

	Name:	 	Lee Fuchs
	Title:	 	Vice President
	
	FARM CREDIT WEST, FLCA
		
	By:	 	 /s/ Ben Madonna

	Name:	 	Ben Madonna
	Title:	 	Vice President
	
	First Pioneer Farm Credit, ACA
		
	By:	 	 /s/ James M. Papai

	Name:	 	James M. Papai
	Title:	 	Vice President
	
	Fresno-Madera Production Credit Association
		
	By:	 	 /s/ Robert J. Kratz

	Name:	 	Robert J. Kratz
	Title:	 	Senior Vice President
		 	Chief Credit Officer
	
	GreenStone Farm Credit Services, ACA/FLCA
		
	By:	 	 /s/ Alfred S. Compton, Jr.

	Name:	 	Alfred S. Compton, Jr.
	Title:	 	VP/Managing Director


  

 Signature Page to Second Amendment to 
 Smithfield Foods, Inc. Revolving Credit Agreement 









			
	NORTHWEST FARM CREDIT SERVICES, FLCA
		
	By:	 	 /s/ Casey Kinzer

	Name:	 	Casey Kinzer
	Title:	 	Account Manager
	
	Citibank N.A.
		
	By:	 	 /s/ Scott Kates

	Name:	 	Scott Kates
	Title:	 	Vice President
	
	Bank of America, N.A.
		
	By:	 	 /s/ William F. Sweeney

	Name:	 	William F. Sweeney
	Title:	 	Senior Vice President
	
	Calyon New York Branch,
		
	By:	 	 /s/ David Cagle

	Name:	 	David Cagle
	Title:	 	Managing Director
		
	By:	 	 /s/ Brian Myers

	Name:	 	Brian Myers
	Title:	 	Managing Director
	
	SOCIETE GENERALE
		
	By:	 	 /s/ Sebastien Ribatto

	Name:	 	Sebastien Ribatto
	Title:	 	Managing Director


  

 Signature Page to Second Amendment to 
 Smithfield Foods, Inc. Revolving Credit Agreement 









			
	SunTrust Bank
		
	By:	 	 /s/ Gabe Bonfield

	Name:	 	Gabe Bonfield
	Title:	 	Vice President
	
	The Royal Bank of Scotland plc
		
	By:	 	 /s/ Michaela Galluzzo

	Name:	 	Michaela Galluzzo
	Title:	 	Vice President
	
	MIZUHO CORPORATE BANK, LTD
		
	By:	 	 /s/ Robert Gallagher

	Name:	 	Robert Gallagher
	Title:	 	Authorized Signatory
	
	Cooperative Centrale-Raiffeisen-Boerenleenbank
	B.A. “Rabobank Nederland”, New York Branch
		
	By:	 	 /s/ Robert M. Mandula

	Name:	 	Robert M. Mandula
	Title:	 	Managing Director
		
	By:	 	 /s/ Rebecca O. Morrow

	Name:	 	Rebecca O. Morrow
	Title:	 	Executive Director
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Mark A. Reinert

	Name:	 	Mark A. Reinert
	Title:	 	Vice President


  

 Signature Page to Second Amendment to 
 Smithfield Foods, Inc. Revolving Credit Agreement 









			
	BNP Paribas
		
	By:	 	 /s/ Jo Ellen Bender

	Name:	 	Jo Ellen Bender
	Title:	 	Managing Director
		
	By:	 	 /s/ Andrew Strait

	Name:	 	Andrew Strait
	Title:	 	Managing Director
	
	GOLDMAN SACHS CREDIT PARTNERS, L.P.
		
	By:	 	 /s/ Andrew Caditz

	Name:	 	Andrew Caditz
	Title:	 	Authorized Signatory
	
	HSBC Bank USA, National Association
		
	By:	 	 /s/ Robert J. Devir

	Name:	 	Robert J. Devir
	Title:	 	Managing Director
	
	ING CAPITAL LLC
		
	By:	 	 /s/ Lina A. García

	Name:	 	Lina A. García
	Title:	 	Vice President
	
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	 /s/ Robert E. Kelly

	Name:	 	Robert E. Kelly
	Title:	 	Duly Authorized Signatory


  

 Signature Page to Second Amendment to 
 Smithfield Foods, Inc. Revolving Credit Agreement 









			
	Wachovia Bank, National Association
		
	By:	 	 /s/ Beth Rue

	Name:	 	Beth Rue
	Title:	 	Vice President


  

 Signature Page to Second Amendment to 
 Smithfield Foods, Inc. Revolving Credit Agreement